General Terms

Our agreement for the provision of Jeton Bank Services to you.We (Jeton Bank Limited, a company incorporated in the Commonwealth of Dominica with company registration number 2022/C0175 and registered address at 1st Floor, 43 Great George Street, Roseau, Commonwealth of Dominica, “Jeton Bank”, “We”, “Us”) will provide you (“Customer” or “you”) with our Services in accordance with the terms and conditions of the Jeton Bank Business Agreement (“Agreement”) which you and we agree and enter into.

The Agreement is a legally binding agreement between you and us and comprises the following:

• the Customer Application Form (if applicable)(“CA Form”)
• Definitions and Interpretation
• these General Terms
• Terms of Use
• all relevant Product Terms
• all relevant Jeton Bank operational guidance
• the Privacy Notice
• Restricted Transactions List
• any other region or product-specific terms

together with any other documents referred to in these General Terms or Jeton Bank Website as amended or updated from time to time or that are otherwise described as forming part of the Agreement.

If there is any conflict or inconsistency between the terms of any of the above documents, then the conflict or inconsistency will be resolved in favour of the document that appears higher in order in the above list.

Completing and signing an CA Form. If we need you to complete and sign an CA Form, you will need to do this before we can activate an Account for you to allow you to access and use our Services. In doing so, you agree to be bound by the terms of the Agreement and agree that: (a) we will provide you with the Services in accordance with the terms and conditions of this Agreement; and (b) the Agreement sets out the entire rights and obligations of the parties in relation to our provision of the Services to you.

DEFINITIONS AND INTERPRETATION

Definitions:

The following terms, when used in this Agreement or any document referred to herein, shall have the following meanings:

1. Affiliate means an entity that is a subsidiary of one of the Parties, an entity that forms part of the same corporate group of one of the Parties, or another entity as may be notified by one of the Parties to the other Party at any time;
2. Business Day means any day other than a Saturday, Sunday, or a public or bank holiday in the Commonwealth of Dominica;
3. Confidential Information means any information which is marked as confidential or proprietary or should be reasonably expected to be confidential, given the context of disclosure or the nature of the information; including, without prejudice to the generality of the foregoing, the terms of this Agreement, as well as business plans, data, strategies, methods, customer and client lists, technical specifications, transaction data, and customer data (including personal data) shall be deemed confidential;
4. Data Protection Legislation means applicable laws, rules, and regulations relating to the protection of individuals with regards to the processing of personal data (as defined in such Data Protection Legislation), including, without limitation and to the extent applicable from time to time: (i) national laws in relation to Jeton Bank Services; and (ii) any other applicable international, regional, and/or national laws, regulations, and rules relating to the processing of personal data and any guidance or code of practice relating to the processing of personal data issued by a relevant regulatory authority or other relevant competent authority;
5. Digital Wallet Payment Service means the Jeton digital wallet based payment service through which a Jeton Merchant Account holder can send funds to/receive from a recipient Customer using an e-mail address as the recipient’s Customer’s identifier (regardless of whether this is facilitated through the use of the Jeton Website or a payments gateway integrated into the Merchant Website or otherwise)
6. Equipment means the equipment required to facilitate the processing of Payment Orders in connection with the use of Jeton Bank Services and includes any or all hardware, software, firmware, telecommunication or electronic devices, and any or all other equipment of a similar nature;
7. Fines means any fines which may be imposed on Jeton Bank arising related to any Payment Orders, Transactions, or services subject to this Agreement;
8. Force Majeure Event means any of the following circumstances which occur and are beyond the reasonable control of a Party and directly prevent that Party from performing its obligations under this Agreement, being war, civil commotion, armed conflict, riot, act of terrorism, pandemic, fire, flood, or other act of God (excluding any labour dispute, labour shortages, strikes, or lockouts);
9. GDPR means the EU General Data Protection Regulation 2016/679;
10. Indemnity means a contractual obligation of one Party to compensate the loss or damage incurred by the other Party as a result of or in connection with a breach of such obligation;
11. Jeton Bank means the digital platform operated and owned by Jeton Bank, where individuals and companies can use different types of services, including but not limited to a Virtual IBAN payment settlement service that allows Customers to send and receive payments, provided by Jeton Bank. Jeton Bank may provide Virtual IBAN payment services under different names, or the scope of such services may change. Any reference to Jeton Bank includes all services rendered by Jeton Bank, including but not limited to Virtual IBAN payment services.
12. Jeton Bank Losses means any and all actual and reasonably anticipated losses incurred by Jeton Bank as a result of Customer fraud, risk, breach of this Agreement, or for any other reason arising or resulting from any and all amounts (including, unpaid Fees, chargebacks, settlement charges, Fines, expenses, refunds, reasonable fees and expenses of legal and other advisers, court costs and other dispute resolution costs) incurred by Jeton Bank;
13. Services or Jeton Bank Services means any services provided by Jeton Bank under this Agreement, including Jeton Bank and any other service as agreed between the Parties from time to time;
14. Jeton Bank Website means the website operated by Jeton Bank (as amended from time to time) for the provision of its services, currently accessible athttps://jetonbank.com, excluding any external websites to which the website points by way of hyperlink or otherwise;
15. JetonCash Vouchers means a unique 19-digit number (or such other digit number as may be agreed between the Parties) with an associated value and expiry date which is created by Jeton and issued to Customers as a voucher or other value-bearing instrument via a Terminal and permits the prepaid value attaching to that unique number to be used by Customers in the purchase of goods and services;
16. Customer means the Person who has entered into this Agreement for Jeton Bank Services.
17. Customer Account means the Customer’s registered electronic money account(s) held with Jeton Bank in accordance with the Terms and Conditions, together with such other accounts held by it with Jeton Bank in respect of Jeton Bank Services;
18. Customer Application Form means the application or order form provided by Jeton Bank and completed by the Customer under which the Customer applies for Jeton Bank Services;
19. Customer Liabilities means any liability that Customer owes Jeton Bank under this Agreement (actual or potential) and any amount which Jeton Bank reasonably determines as may be due to us with respect to any liability (anticipated or otherwise) under this Agreement related to a Payment Order or related to expected or potential Fines, Service Fees, and/or refunds;
20. Person means an individual, a body corporate, an association, a partnership, a trust, or any other entity or organization;
21. Personal Data means any data subject to Data Protection Legislation;
22. Payment Order means the payment order processed by Jeton Bank for the Customer upon an instruction given by the Customer to Jeton Bank;
23. Pricing Schedule is the agreed schedule setting out the pricing for the requested Jeton Bank Services and used to calculate the Service Fees due by Customer to Jeton Bank for the provision of the requested Jeton Bank Services as agreed in writing by the Customer pursuant to a Price Quote for Jeton Bank Services, either separately or as part of CA Form;
24. Rules means any rules, regulations, procedures, guidelines, and/or waivers issued by an operator of a CENTROLink or System Participant as may be amended or supplemented from time to time with which need to be complied when using Jeton Bank Services;
25. Regulatory Requirements means any applicable law, statute, regulation, order, judgment, decision, recommendation, rule, policy, or guideline passed or issued by parliament, government, or any competent court or authority, or any payment system (including but not limited to bank payment systems, or any other payment, clearing, or settlement system or similar arrangement that applies in respect of Jeton Bank Services hereunder);
26. Restricted Transactions List is a list of transactions (i) which may not be entered into using Jeton Bank Services, (ii) which require Jeton Bank’s prior approval, (iii) where Customer must notify Jeton Bank in advance, and (iv) where applicable, those countries where certain types of transactions are illegal or do not have a legal base, all as set out in Jeton Bank’s Terms of Use;
27. Security means any form of security requested by Jeton Bank (in its sole discretion) from the Customer, including a bank guarantee or other such security;
28. Service Fees means the fees set out in the Pricing Schedule;
29. Terms of Use means the terms which govern the use of our Website, currently available at Legal section of our Website, as amended from time to time subject to notification in writing to the Customer in the event of any such amendment in accordance with this Agreement;
30. Transaction means any transaction of the Customer regarding its VIBAN provided by Jeton Bank;
31. Transaction Data means all information required in order to process a Transaction.

Interpretation:

1. Any reference to you may also include a reference to your Authorised User(s), if the context so requires, whether or not this Agreement refers directly to Authorised Users.
2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
7. A reference to “including” or “includes” shall mean a reference to “including, but not limited to” or “including, without limitation”.
8. Any reference to Applicable Law and/or a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
9. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
10. A reference to a Jeton Bank document, whether guidance, guidelines, policy or otherwise, is a reference to it in its current updated state.
11. References to clauses and schedules are to the clauses and schedules of this Agreement unless otherwise specified; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
12. If the performance of any act or obligation under this Agreement falls on a day that is not a Business Day, such act or obligation shall be performed on the next succeeding Business Day.
13. Whenever there appears any reference to a time within which an act should be done, an agreement reached, or consent given, such reference shall be deemed to be read as including the expression "or any other period agreed in writing between the Parties from time to time", provided that any such extension is not detrimental to Jeton Bank.

GENERAL TERMS

You and we agree as follows:

1. Effective Date and Term

This Agreement comes into effect on the earlier date that:

1. your Account is activated and you are able to carry out any Transactions, even if you can access only limited Services; or
2. you and we enter into a CA Form

or you and we otherwise agree (“Effective Date”) and continues until it is terminated (“Term”) in accordance with clause 16 (Termination) or as otherwise agreed.

2. Your acceptance, representations and warranties

You acknowledge and agree that to access or use any of our Services you, and all your Authorised Users, must abide by this Agreement. You must read and familiarise yourself with all its terms. If you do not understand any of the Agreement’s provisions, please contact us before using the Services. By using our Services or by otherwise accepting this Agreement, you agree to be bound by this Agreement and represent and warrant that you and your Authorised Users:

1. are eligible to register for and use the Services and have the authority to execute and perform the obligations required by this Agreement;
2. have provided and will provide us with accurate, complete, and lawfully obtained information;
3. will comply with all Applicable Laws in your use of the Services; and
4. will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Service.

3. Amendments to these General Terms and the Agreement

3.1 Amendments with notice. We may amend or update these General Terms at any time. We will post the amended terms in the relevant section of our Website and, unless otherwise provided, if the changes are material and likely to have a material effect on you, give you no less than two weeks’ notice. Such amendments will become effective on the date specified in the relevant notice. Amendments will be deemed to be accepted by you if you do not notify us of your objection to them before the date on which the changes are due to take effect. If you do object to the amendments, you will have the right to terminate this Agreement before the date on which the changes are due to take effect.

3.2 Amendments without notice. We may, at our sole discretion, amend or update these General Terms, the Services and Fees, and any additional or supplementary terms that may apply. If we add a new product or service that does not: (a) change the terms for your use of our Services; (b) add extra functionality to your existing Services; or (c) reduce Fees; (d) if we are required by Applicable Laws to make an amendment; or (e) if we make any other amendment which neither reduces your rights nor increases your responsibilities, we may update these General Terms with immediate effect and without any prior notice. We will post the amended terms in the relevant section of our Website and/or the Portal. You should check our Website regularly for any updates. Any such change will not affect any Transaction that was initiated prior to the effective date of such change. If you continue to use the Services after the effective date of the relevant change, you will be deemed to have accepted the changes and the updated General Terms.

4. Scope

This Agreement sets forth the terms for the provision of Jeton Bank Services as detailed in Clause 5 and any additional services mutually agreed upon in writing between the Parties.

5. Description of Services

5.1 The Customer shall not commence using Jeton Bank or Jeton Bank Services until Jeton Bank has reviewed and approved the Customer Application Form and the complete set of documents required to comply with all relevant laws, Rules, and regulations aimed at detecting and preventing money laundering and terrorist financing, as well as meeting other credit and operational requirements of Jeton Bank. For the avoidance of doubt, in case of any conflict between this Agreement and the Rules, the Rules shall supersede and prevail.

5.2 Jeton Bank shall provide the Customer with a virtual IBAN for sending and receiving money.

5.3 The Customer agrees that Jeton Bank relies on a third-party payment system ("System Participant") for the provision of Jeton Bank Services under this Agreement, and all Customer information and documents will be shared with a trusted System Participant. For complete information regarding how Jeton Bank treats Personal Information, please see the Privacy Policy.

5.4 The Customer acknowledges and agrees that its access to and use of Jeton Bank shall be subject to the terms of this Agreement. Jeton Bank serves as a conduit through which the Customer can access the services of the System Participant, which the System Participant has agreed to provide to the Customer.

5.5 The Customer also acknowledges and agrees that the System Participant may, at their absolute discretion, conduct their own due diligence on the Customer. Jeton Bank provides no assurance or commitment that any System Participant will onboard the Customer or provide System Participant services to the Customer. However, Jeton Bank will use reasonable efforts to introduce the Customer to an appropriate System Participant.

5.6 Any System Participant services received by the Customer via Jeton Bank shall be subject to the relevant terms, and the System Participant shall hold the sole responsibility for the operation and provision (or lack thereof) of the relevant System Participant services. Except for Jeton Bank's obligation to be the first point of contact for any initial issues regarding System Participant services (prior to directing them to the relevant System Participant, if necessary, for resolution), Jeton Bank shall have no obligation or responsibility for the operation and provision (or lack thereof) of any System Participant services.

5.7 Jeton Bank reserves the right to suspend or limit Jeton Bank Services in the event of pending full payment of any outstanding claims, charges, penalties, costs, or fees by the Customer, to which Jeton Bank is entitled under this Agreement.

5.8 Jeton Bank reserves the right to suspend, at any time and at its sole discretion, the Customer Account for auditing:

1. 5.8.1. when Jeton Bank believes it is necessary or desirable to protect the security of the Customer Account; or
2. 5.8.2. if any Transactions are made which Jeton Bank, in its sole discretion, deems to be:
3. 5.8.3. in breach of this Agreement or in breach of the security requirements of the Customer Account; or
4. 5.8.4. suspicious, unauthorized, or fraudulent, including without limitation, in relation to money laundering, terrorism financing, fraud, or other illegal activities; or
5. 5.8.5. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership, or dissolution of the Customer, or where Jeton Bank reasonably considers that there is a threat of the same concerning the Customer;
6. 5.8.6. where there is a change in the Customer circumstances (including a deterioration in or change to the Customer’s financial position) or a change in the Customer’s business/use of Jeton Bank Services, which Jeton Bank considers, in its sole discretion, material to the continuation of Jeton Bank Services; or
7. 5.8.7. where the Customer undergoes a Material Change as defined in clause 5.8; or
8. 5.8.8. Jeton Bank will make reasonable efforts to inform the Customer of any such suspension in advance or, if this is not practicable, immediately afterward and give its reasons for such suspension, unless informing the Customer would compromise security measures or is otherwise prohibited by law or Regulatory Requirements.

5.9 Jeton Bank reserves the right (at its sole discretion) to suspend the Customer Account (or certain functionalities thereof such as depositing, receiving, sending, and/or withdrawing funds) at any time where it is required to do so under relevant and applicable laws and regulations. Jeton Bank will make reasonable efforts to inform the Customer of any such suspension unless Jeton Bank is prohibited from doing so by law or under an order from a competent court or authority.

5.10 Where Jeton Bank suspends the Customer Account and/or Jeton Bank Services, Jeton Bank shall reinstate the same and, where necessary, provide new security details, such as a Customer Account login password and other security details ("Security Features"), as soon as practicable after the reasons for the suspension cease to exist.

5.11 Notwithstanding clause 4.5, where the Customer acts as a payer, Jeton Bank reserves the right to suspend the Security Features at any time if Transactions are made which Jeton Bank has reasonable grounds to believe relate to (i) the breach of security of the Security Features or (ii) the suspected unauthorized or fraudulent use of the Security Features. Jeton Bank will inform the Customer of any such suspension in advance, or, if this is not possible, immediately afterward and give its reasons for the suspension, unless to do so would compromise reasonable security measures or is otherwise unlawful. Jeton Bank will reinstate the Security Features and, where necessary, provide new Security Features as soon as practicable after the reasons for the suspension cease to exist.

5.12 The Customer acknowledges and agrees that Jeton Bank operates solely and that Jeton Bank:

1. 5.12.1. in no circumstances functions as a seller, buyer, dealer, middleman, retailer, auctioneer, supplier, distributor, manufacturer, broker, agent, or customer of the Customer; and
2. 5.12.2. makes no representations or warranties and does not ensure the quality, safety, or legality of any Customer.

5.13 Any Transaction connected with the Customer shall only obligate the Customer. Jeton Bank shall not be a party to any resulting dispute. Without limiting the liability restrictions contained in this Agreement, the Customer shall fully indemnify Jeton Bank against any loss or liability (including full reimbursement of any legal and professional costs). Jeton Bank suffers or incurs as a result of, or in connection with, any claim made or threatened by a third party relating to any Transactions.

6. Obligations

6.1 Jeton Bank shall make available to the Customer, Jeton Bank Services as specified in this Agreement and as further described on Jeton Bank Website.

6.2 The Customer shall open and maintain a Customer Account by submitting an application for an account on Jeton Bank Website. As part of the registration process, the Customer shall accept the Terms and Conditions and Privacy Policy.

6.3 The Customer further grants Jeton Bank the right to audit their compliance with this Agreement, in particular the organizational and security measures for prevention of abuse of the Customer's system, which may include but is not limited to: procedures, records, and performance related to any matter referred to in this Agreement. Upon audit notice, the Customer shall provide Jeton Bank with the earliest possible date for conducting the audit. The Customer agrees to cooperate in the event of an audit request and to provide Jeton Bank with reliable, truthful, and complete answers to any questions that Jeton Bank may raise during an audit. Jeton Bank may retain copies of records, which shall be considered "Confidential Information" issued, related to, or used for the purpose of this Agreement. The Customer shall assist Jeton Bank and facilitate such audits without limitation and at their own cost, provided that where a request under this clause is deemed by the Customer to be excessive, the Customer shall only bear the costs of such request in the event that the audit shows that the Customer was in breach of this Agreement. This audit can take place only once a year unless agreed otherwise in writing by the Parties.

6.4 Without prejudice to payments prohibited under the Terms and Conditions, the Customer shall not send or receive payments as consideration for the delivery of tobacco products, prescription or non-prescription drugs, pornographic content or services, illegal downloads, illegal gambling or goods or services infringing intellectual property rights of a third party, or for any other goods or services the offering or provision of which has no valid legal basis under applicable law.

6.5 The Customer agrees that Jeton Bank may, at its sole discretion, refuse to process a Transaction or put a transaction on hold until the Customer provides additional information/documentation which Jeton Bank may require in relation to a specific payment.

6.6 The Customer shall cooperate with Jeton Bank to investigate any suspected illegal, fraudulent, or improper activity.

6.7 Upon commencement of this Agreement and at any time thereafter for purposes of complying with Regulatory Requirements, the Customer shall provide Jeton Bank with such information as Jeton Bank may request, including information about the Customer's individual, business or corporate structure and constitution, shareholders, partners, members, directors, key employees or, in the case of a trust, its beneficiaries. The Customer shall provide, upon request by Jeton Bank, copies of financial information and other information on the business/use of Jeton Bank Services of the Customer, including bank and/or trade references.

6.8 The Customer shall promptly inform Jeton Bank in writing of any changes to:

1. 6.8.1. the current address of each of its offices;
2. 6.8.2. any of the "doing business as" names and/or URLs used by the Customer;
3. 6.8.3. its business (including any change of control or constitution) or individual use of Jeton Bank Services, business model; or
4. 6.8.4. the goods and/or services it sells, leases, or distributes; or
5. 6.8.5. any change to Regulatory Requirements to which it is subject (including but not limited to changes to or the revocation of the licenses it requires for its business) which might have an adverse impact on Jeton Bank's compliance with applicable law or any of its Regulatory Requirements; or
6. 6.8.6. the Customer's credit and/or financial standing ("Material Change");
7. 6.8.7. without undue delay prior to the change(s) coming into effect. Without applying the liability limits contained in this Agreement, the Customer shall indemnify Jeton Bank against all losses arising out of the Customer's failure to notify Jeton Bank of any such changes that are relevant for compliance with Regulatory Requirements applicable to Jeton Bank or the Customer.

7. Security

7.1 Upon reasonable request, the Customer agrees to secure the performance of its obligations under this Agreement. This may involve arranging the execution of a guarantee, creating a trust account, or placing a legal charge over a deposit in a bank account to ensure compliance with the terms of this Agreement.

7.2 Upon opening a Customer Account, Jeton Bank will provide the Customer with Security Features, which will grant access to the Customer Account. It is the Customer's responsibility to keep the Security Features safe and secure. The Customer agrees to continuously monitor and establish appropriate security procedures and protocols, in line with the size and nature of the Customer's business or individual use of Jeton Bank Services, to comply with the provisions of this clause and to protect the integrity of their account and transactions.

8. Processing Customer's Payment Orders

8.1 The Customer unconditionally agrees and instructs Jeton Bank to transfer funds to the beneficiary upon the provision of a Payment Order.

8.2 Once the Payment Order is submitted, it becomes final and cannot be cancelled or amended by the Customer, unless otherwise agreed by Jeton Bank in its sole discretion.

8.3 Jeton Bank reserves the right, at its sole discretion, to stop, delay or put on hold a Payment Order, and to request that the Customer provides additional documents and/or information to ensure compliance with applicable laws and regulations.

8.4 Jeton Bank shall not be held liable for any interest that may be earned on any funds held by Jeton Bank as part of the Customer's use of Jeton Bank Services. Any such interest earned shall be for the benefit of and credited to Jeton Bank.

9. Warranties and Additional Customer Warranties

Each Party warrants and represents to the other Party that:

1. 9.1 It has and will maintain all required rights, powers, and authorizations to enter into this Agreement and to fulfil its obligations hereunder;
2. 9.2 It will perform its obligations hereunder with reasonable skill and care;
3. 9.3 It has in place and will maintain adequate facilities (including staff training, internal controls, and technical equipment) to comply with its data protection obligations, in the case of Jeton Bank with the Data Protection Legislation, and confidentiality obligations hereunder;
4. 9.4 It is not receiving and will not, for the duration of this Agreement, receive or send funds to or from an illegal source or in connection with any illegal, fraudulent, deceptive, or manipulative act or practice. The Customer shall indemnify Jeton Bank against any losses or damages arising from a breach of this warranty;
5. 9.5 The Customer accepts and undertakes to be in compliance with the Rules. The Customer acknowledges that any breach of the Rules may result in the termination of this Agreement or suspension of Jeton Bank Services at the sole discretion of Jeton Bank, without any liability to the Customer.

10. Fees payable by the Customer

1. 10.1. The Service Fees payable by the Customer for Jeton Bank Services are as set out in the Pricing Schedule.
2. 10.2. The Customer agrees that if any amounts are unpaid, Jeton Bank can deduct amounts as applicable equal to the Service Fees, Fines, demands or claims, refunds, and/or any other owed amounts under this Agreement, or any other amount that the Customer has agreed with a third-party supplier that Jeton Bank may collect on their behalf.
3. 10.3. Jeton Bank will notify the Customer if the Customer owes Jeton Bank any sums in relation to any demands or claims or other amounts which are owed to Jeton Bank (other than Service Fees, Fines, or refunds) and the reasons for doing so.
4. 10.4. The Customer agrees to be liable to Jeton Bank and pay Jeton Bank amounts equal to any Fines and associated costs related to the usage of Jeton Bank Services. Each Fine related to the usage of Jeton Bank Services represents a debt immediately due and payable by the Customer to Jeton Bank.
5. 10.5. Service Fees are quoted exclusive of Value Added Tax (VAT). In case VAT or any other sales tax is or becomes chargeable, Jeton Bank will add such tax to the amount payable but shall provide the amount of tax and the applied tax rate. The Customer is also responsible for calculating, collecting, reporting, and remitting correct taxes to the appropriate tax authority. Jeton Bank and its Affiliates are not obligated to determine whether taxes apply to the Customer and are not responsible for calculating, collecting, reporting, or remitting on your behalf any taxes to any tax authority arising from any Payment Orders.
6. 10.6. Any Service Fee payable by the Customer shall be deducted from the Customer Account balance. If the Customer Account balance is insufficient, or the Customer Account balance becomes negative, Jeton Bank reserves the right to invoice the Customer for any shortfall and/or suspend Jeton Bank Services until the outstanding balance is settled.
7. 10.7. Where Jeton Bank is unable to deduct any Service Fees or other monies payable by the Customer under this Agreement from the balance of the Customer Account, Jeton Bank shall issue an invoice for the amount owed. Invoices are payable within seven (7) days of the date of the invoice. In case of overdue payments, Jeton Bank reserves the right to (i) charge interest in the amount of 2% above the base lending rate of Bank of England per year (accruing daily); and/or (ii) terminate this Agreement with immediate effect by giving written notice to the Customer; and/or (iii) recover any additional costs incurred by Jeton Bank in collecting overdue payments.

11. Taxes

It is the Customer's responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. Jeton Bank is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction.

12. Intellectual Property

12.1 For the duration and strictly for the purpose of this Agreement, the Parties may grant each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use, and display any logo, trademark, trade name, or other intellectual property owned by, or licensed to, the other Party, to the extent that Jeton Bank is entitled to grant a sublicense. In such cases, Parties shall agree on the terms and conditions of the Intellectual Property relationship.

12.2 Notwithstanding clause 12.1. above, Jeton Bank may use the Customer's Intellectual Property for marketing purposes, subject to the Customer's prior written approval, which shall not be unreasonably withheld or delayed.

12.3 Jeton Bank reserves the right, at any time and in its sole discretion, to require the Customer to stop displaying, distributing, or otherwise making use of the intellectual property licensed to the Customer by Jeton Bank. Upon receiving such notice from Jeton Bank, the Customer shall immediately cease all use of the specified intellectual property.

12.4 Except as expressly stated, nothing in this Agreement shall grant or be deemed to grant to any Party any right, title or interest in any logos, trademarks, trade names or other intellectual property licensed to that Party by the other Party.

13. Liability

13.1 Nothing in this Agreement shall operate to exclude or restrict a Party’s liability:

1. 13.1.1 for fraud and fraudulent misrepresentation;
2. 13.1.2 for remittance payments due to the Customer subject to the provisions of this Agreement;
3. 13.1.3 for wilful and malicious misconduct;
4. 13.1.4 for a breach of clause 14 (Confidentiality); and to the extent that such exclusion or restriction is not prohibited under applicable law.

13.2 Unless expressly stated otherwise, no indemnity obligation under this Agreement shall be subject to the limitations of liability contained in this clause 13.

13.3 In case of a breach by the Customer of any of clauses 5 (inclusive), clause 7, clause 8, or clause 12, the Customer shall indemnify Jeton Bank against all third-party claims, losses, damages, fines, or penalties arising out of or in connection with such breach. Provided always that any contributory negligence on Jeton Bank’s part shall be taken into account so as to reasonably and proportionately reduce the Customer’s liability under this clause.

13.4 Jeton Bank shall not be liable for any of the following:

1. 13.4.1 When a hardware, software, or internet connection is not functioning properly;
2. 13.4.2 Any suspension or refusal to place Payment Orders which Jeton Bank reasonably believes to be made fraudulently or without proper authorisation;
3. 13.4.3 Payment Orders received containing incorrect or improperly formatted information;
4. 13.4.4 Unforeseen circumstances preventing the proper performance despite any reasonable precautions taken by Jeton Bank. Such circumstances may include, but are not limited to, acts of God, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internal mechanical or systems failures, as well as downtimes of Jeton Bank Website.

13.5 The Customer will be responsible for all Jeton Bank Losses unless and solely to the extent that such losses are sustained as a direct result of the failure by Jeton Bank to perform its obligations under this Agreement and the Customer notifies Jeton Bank of its failure within thirty (30) days of becoming aware of its occurrence. Accordingly, the Customer shall indemnify, defend, protect, and hold harmless Jeton Bank from and against all Jeton Bank Losses incurred or suffered by Jeton Bank.

13.6 A Party shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent that it is prevented or delayed by reason of a Force Majeure Event. Any Party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

1. 13.6.1 it promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;
2. 13.6.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and
3. 13.6.3 it has used reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable, and to resume the performance of its obligations as soon as reasonably possible.

14. Confidentiality

14.1 During the term of this Agreement and thereafter, each Party shall use and reproduce the other Party’s Confidential Information only for purposes of fulfilling their obligations under this Agreement and only to the extent necessary for such purpose. Each Party will restrict disclosure of the other Party’s Confidential Information to its employees, consultants, advisors, or independent contractors with a need to know. The disclosing Party must instruct all such Persons, who are not already under an analogous duty of confidentiality, not to disclose the Confidential Information to third parties and ensure that said Persons have agreed to similar non-disclosure provisions to ensure the respective Party’s compliance with the terms of this Agreement. Neither Party shall disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party.

14.2 Notwithstanding the foregoing, it will not be a breach of this Agreement for either Party to disclose Confidential Information of the other Party if required to do so under law or in a judicial or governmental investigation or proceeding.

14.3 Notwithstanding clause 14.1, it will not be a breach of this Agreement for Jeton Bank to provide information and documents of the Customer to a trusted third party for Jeton Bank Services. The Customer consents to Jeton Bank sharing Confidential Information with a trusted third party for Jeton Bank Services.

14.4 The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other Party; (ii) is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (iii) either Party receives from any third party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either Party’s employees or agents provided that either Party can show that those same employees or agents had no access to the Confidential Information received hereunder.

14.5 The provisions of this clause 14 shall bind and apply to the Parties for the duration of this Agreement and after its termination, howsoever achieved, and shall continue to apply indefinitely.

15. Data Processing and Information Security

15.1 The Parties agree to enter into a Data Processing Agreement (“DPA”) to outline their respective obligations and duties in processing the Customer's personal data in accordance with Regulatory Requirements and Data Protection Legislation.

15.2 The Parties acknowledge and agree that:

1. 15.2.1 the DPA referred to in clause 15.1 shall form an integral part of this Agreement, serving to protect Jeton Bank's interests and ensure compliance with applicable data protection regulations;
2. 15.2.2 in the event of any conflict or inconsistency between this Agreement and the DPA referred to in clause 15.1, the terms of the DPA shall prevail with regards to the subject matter thereof, ensuring that Jeton Bank's data processing and information security obligations are adequately addressed and prioritized.

16. Termination

16.1 Each Party has the right to terminate this Agreement at any time by giving 2 (two) months prior written notice.

16.2 Without prejudice to termination rights under the Terms and Conditions, each Party has the right to terminate this Agreement immediately:

1. 16.2.1 If the other Party files a petition for bankruptcy, becomes insolvent, or is subject to a similar termination event;
2. 16.2.2 Upon the occurrence of a material breach of this Agreement by the other Party if such breach is not remedied within thirty (30) days after written notice is received identifying the matter or circumstances constituting the material breach;
3. 16.2.3 If the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
4. 16.2.4 If the other Party violates or fails to comply with any Regulatory Requirements or Data Protection Legislation, or any other applicable law, regulation or any order by a competent court or government authority;
5. 16.2.5 In case of a Force Majeure Event prevailing for a continuous period of more than ten (10) days, preventing either Party from performing its obligations under this Agreement;

16.3 Jeton Bank has the right to terminate this Agreement with immediate effect by giving written notice to the Customer in the following situations:

1. 16.3.1 Jeton Bank has reason to believe that the Customer's business and/or use of Jeton Bank Services damages, corrupts, degrades, destroys, and/or otherwise adversely affects Jeton Bank Services, or any other software, firmware, hardware, data, systems, or networks accessed or used by the Customer;
2. 16.3.2 There is a material change in the Customer's type of business activities or use of Jeton Bank Services.
3. 16.3.3 Jeton Bank is unable to enforce any Security it may have been granted under this Agreement in connection with the usage of Jeton Bank Services and/or if the Customer fails to maintain the agreed Security;
4. 16.3.4 The Customer has breached section 15 of this Agreement and/or any information the Customer submits to Jeton Bank or any of the warranties the Customer provides Jeton Bank in this Agreement are found to be untrue or misleading;
5. 16.3.5 The Customer refuses a request pursuant to clause 6.1 or fails to respond to such a request within five (5) Business Days;
6. 16.3.6 The Customer or Jeton Bank receives instructions, orders, and/or directions from any regulatory authority or other entity having authority, competence, and/or jurisdiction to terminate this Agreement.

16.4 Upon termination of this Agreement:

1. 16.4.1 both Parties must cease using the other Party's intellectual property, including without limitation the other Party's name, trademarks, logos, and any or all materials referring to the other Party from their respective websites and other media outlets. Each of the Parties agrees to immediately return to the other Party any materials containing the other Party's intellectual property, including without limitation the other Party's name, trademarks, logos, and any or all materials referring to the other Party;
2. 16.4.2 the Customer must immediately pay to Jeton Bank all amounts owed under this Agreement (including any Service Fees apportioned as due until the time of termination) and Jeton Bank will immediately pay to the Customer all amounts owed (including any Service Fees paid in advance to be reimbursed proportionately), but in all circumstances subject to the provisions of clauses 7 (Security), 8 (Processing Customer’s Payment Orders) and 10 (Fees payable by the Customer). In any case, Jeton Bank will only pay the relevant amounts to the Customer once Jeton Bank concludes the investigation of a suspicious and/or fraudulent activity related to the Customer Account, Customer or this Agreement, if any;
3. 16.4.3 Upon termination, all licenses granted by Jeton Bank under this Agreement shall cease immediately, and the Customer must discontinue using Jeton Bank Services without delay.
4. 16.4.4 Each Party shall comply with the other Party's written instructions concerning the return or destruction of Confidential Information obtained as a result of this Agreement.

17. Assignment, Third Party Rights

17.1 The Customer shall not assign any of its rights under this Agreement to a third party without the prior written consent of Jeton Bank, which may be granted or withheld at Jeton Bank's sole discretion.

17.2 Jeton Bank reserves the right to assign any of its rights under this Agreement to a third party, its affiliates and/or group companies without seeking prior written consent from the Customer.

17.3 The Customer shall not outsource the performance of any of its obligations under this Agreement without obtaining the prior written consent of Jeton Bank, which may be granted or withheld at Jeton Bank's discretion.

17.4 No person who is not a party to this Agreement shall have rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

17.5 In the event the Customer:

1. 17.5.1 Acquires another existing Jeton Bank customer or its business;
2. 17.5.2 Is acquired or its business is acquired by another existing Jeton Bank customer;
3. 17.5.3 Merges with another existing Jeton Bank customer; or
4. 17.5.4 Enters into a cooperation with another existing Jeton Bank customer;
5. the Customer shall pay, upon Jeton Bank's notice to the Customer, either (i) its current fees, (ii) the current fees applicable to the other customer, or (iii) such reasonable combination of its own current fees and the fees payable by the other customer as determined by Jeton Bank. Jeton Bank shall send a notice within one (1) month of the later of (a) completion of the acquisition, merger, or cooperation, or (b) Jeton Bank gaining knowledge of such acquisition, merger, or cooperation. If no notice is sent within this time period, the Customer shall continue to pay its current fees. Any change to the fees will be treated as a change to this Agreement for the purposes of clause 10, and the fee change shall apply on the date that is one (1) week after the Customer's receipt of the notice.

18. Relationship of the Parties

The Customer and Jeton Bank are independent contractors under this Agreement, and no provision herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has the authority to enter into agreements of any kind on behalf of the other.

19. Non-solicitation of Employees

The Customer agrees not to, for the duration of this Agreement and a period of six (6) months thereafter, on its own behalf or on behalf of any person, directly or indirectly canvass, solicit, or attempt to entice away from Jeton Bank or an associated company, any individual who has been employed or engaged by Jeton Bank or an associated company at any time during the term of this Agreement. This obligation is designed to protect the legitimate business interests of Jeton Bank and its associated companies.

20. Notice

20.1 Any notice to be given under this Agreement must be provided in writing and delivered either by hand, first-class prepaid post or other recognized delivery service, or by facsimile or by email (subject to confirmation of receipt) as designated by the Parties from time to time. Notwithstanding the foregoing, Jeton Bank may give notice to the Customer by sending an email to any of the email addresses registered with the Customer Account.

20.2 The Parties agree to conduct all communication in relation to this Agreement in English. Where Jeton Bank sends or accepts communication in another language, this shall be for convenience only and shall not change English as the agreed language of communication for future communications.

21. Governing Law and Jurisdiction

21.1 This Agreement and any legal relationship between the Parties arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Commonwealth of Dominica.

21.2 Any dispute arising out of or in connection with this Agreement that cannot be resolved by negotiation between the Parties within 7 days of either Party giving notice to the other Party that a dispute has arisen shall be submitted to mediation, subject to agreement between the Parties to submit to mediation. Provided that both Parties agree to submit to mediation, they shall, within 14 days, jointly appoint a mediator and agree on the mediation process. The costs of the mediator, the mediation process, and any associated costs shall be shared equally, with both Parties bearing their own legal costs and expenses. In the event that the Parties are unable to reach an agreement on the appointment of a mediator and the mediation process within 7 days, or if, having submitted to mediation, they fail to reach a settlement within 7 days of the mediation, the dispute may be submitted by any Party for final resolution by the courts of the Commonwealth of Dominica, which shall thereafter have exclusive jurisdiction.

22. Waiver

Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future (subject to the provisions of the Limitations Act 1980).

23. Severability

If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, then such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law.

24. Entire Agreement

This Agreement, including all Schedules and other documents referred to herein and the Terms and Conditions and all documents referred to therein, represents the entire agreement of the Parties in relation to its subject matter. Each Party acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises, and terms contained in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty, or promise made prior to the date of this Agreement unless it was made fraudulently.